Adobe to Acquire Semrush

Today, Adobe (Nasdaq:ADBE) and Semrush Holdings, Inc. (NYSE:SEMR) announced that they have entered into a definitive agreement under which Adobe will acquire Semrush, a leading brand visibility platform, in an all-cash transaction for $12.00 per share, representing a total equity value of approximately $1.9 billion. Semrush is a powerful partner for marketers looking to manage brand visibility and audience reach through its data-driven generative engine optimization (GEO) and search engine optimization (SEO) solutions.

Adobe is leading customer experience orchestration in the agentic AI era with comprehensive solutions spanning content supply chain, customer engagement and brand visibility. Adobe enables 99% of the Fortune 100, including The Coca-Cola Company, General Motors and IBM, to use AI to transform the way they work.

Brand visibility is top of mind for Chief Marketing Officers as consumers increasingly turn to LLMs, such as ChatGPT and Google’s Gemini, for information, recommendations and purchase decisions. As generative AI platforms become a new interface between customers and brands, organizations that invest in GEO alongside their SEO capabilities are poised to keep their brands represented, discovered and trusted across owned and earned channels.

Bringing its GEO capabilities and more than ten years of SEO expertise, Semrush helps brands enhance their brand visibility and expand audience reach. Semrush’s solutions address a growing, essential need for marketers: remaining discoverable in AI search. As marketers increasingly turn to their SEO teams and partners to drive their generative AI marketing strategies, Semrush provides powerful solutions to deliver brand visibility and relevance. In its most recent quarter, Semrush drove 33% year-over-year Annual Recurring Revenue growth in its enterprise customer segment, earning the trust of industry leaders like Amazon, JPMorganChase and TikTok.

With products like AEM, Adobe Analytics and the newly introduced Adobe Brand Concierge, Adobe is solving major pain points for brands embracing agentic AI. Together, Adobe and Semrush will deliver a comprehensive solution that gives marketers a holistic understanding of how their brands appear across owned channels, LLMs, traditional search and the wider web.

Generative AI platforms are already driving shifts in consumer behavior. New data from Adobe Analytics showed that traffic from generative AI sources to U.S. retail sites increased by 1,200% year-over-year in October.

The transaction has been approved by the Board of Directors of both Adobe and Semrush. The transaction is expected to close in the first half of 2026, subject to the receipt of required regulatory approvals and the satisfaction of other customary closing conditions, including the approval of Semrush’s stockholders. Adobe has received commitments to vote in favor of the transaction from Semrush’s founders and other stockholders representing over 75% of the voting power of Semrush.

Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Adobe in connection with the transaction. Centerview Partners LLC is serving as exclusive financial advisor to Semrush, and Davis Polk & Wardwell is serving as legal advisor to Semrush, in connection with the transaction.

This press release contains “forward-looking statements” within the meaning of applicable securities law, including those related to the expected timing, completion and effects of the proposed transaction, product plans, future growth, market opportunities, strategic initiatives, and industry positioning. Forward-looking statements relate to future events and future performance and reflect Adobe’s expectations regarding the ability to enhance its Digital Experience business through the addition of Semrush’s SEO and GEO solutions and other anticipated benefits of the proposed transaction. Each of the forward-looking statements we make in this press release involves risks, uncertainties and assumptions based on information available to us as of the date of this press release. Such risks and uncertainties, many of which relate to matters beyond our control, could cause actual results to differ materially from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to: Adobe’s ability to enhance its Digital Experience solutions with the addition of Semrush technology; Adobe’s ability to realize cost savings, synergies and other potential benefits of the proposed transaction within the expected time frames or at all; costs or difficulties related to integration matters, including but not limited to customer and employee retention; the effectiveness of Semrush technology; the risk that disruptions from the proposed transaction will harm Adobe’s or Semrush’s business, including current plans and operations, and risks related to diverting management’s attention from Adobe’s and Semrush’s ongoing business operations and relationships; potential adverse business uncertainty resulting from the announcement, pendency or completion of the proposed transaction, including restrictions during the pendency of the proposed transaction that may impact Adobe’s and Semrush’s ability to pursue certain business opportunities or strategic transactions; the ability of Adobe and Semrush to close the proposed transaction; the possibility that the closing of the transaction may be delayed; any statements or assumptions underlying any of the foregoing; and those factors discussed in the section titled “Risk Factors” in Adobe’s or Semrush’s most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q. The risks described in this press release and in Adobe’s and Semrush’s filings with the U.S. Securities and Exchange Commission (“SEC”) should be carefully reviewed. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this press release. Neither Adobe nor Semrush undertakes any obligation, and does not intend, to update the forward-looking statements, except as required by law.

In connection with the transaction, Semrush will file with the SEC a proxy statement on Schedule 14A. The definitive proxy statement will be sent to the stockholders of Semrush seeking their approval of the Transaction and other related matters.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT ON SCHEDULE 14A WHEN IT BECOMES AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING SEMRUSH, THE TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free copies of these documents, including the proxy statement, and other documents filed with the SEC by Semrush through the website maintained by the SEC at https://www.sec.gov. Copies of documents filed with the SEC by Semrush will be made available free of charge by accessing Semrush’s website at https://investors.semrush.com/financials/sec-filings/default.aspx or by contacting Semrush via email by sending a message to ir@semrush.com.

Semrush and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Semrush in connection with the transaction under the rules of the SEC. Information about the interests of the directors and executive officers of Semrush and other persons who may be deemed to be participants in the solicitation of stockholders of Semrush in connection with the transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement related to the transaction, which will be filed with the SEC. Information about the directors and executive officers of Semrush, their ownership of Semrush common stock, and Semrush’s transactions with related persons is set forth in the sections entitled “Directors, Executive Officers and Corporate Governance,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Transactions, and Director Independence” included in Semrush’s annual report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 3, 2025 (and which is available at https://www.sec.gov/Archives/edgar/data/1831840/000162828025009448/semr-20241231.htm), and in the sections entitled “Corporate Governance,” and “Security Ownership of Certain Beneficial Owners and Management,” included in Semrush’s definitive proxy statement in connection with its 2025 Annual Meeting of Stockholders, as filed the SEC on April 17, 2025 (and which is available at https://www.sec.gov/Archives/edgar/data/1831840/000162828025018235/semr-20250417.htm). To the extent holdings of Semrush’s securities by its directors or officers have changed since the amounts set forth in Semrush’s definitive proxy statement in connection with the 2025 Annual Meeting of Stockholders, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the transaction will be included in the proxy statement and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the SEC’s website at https://www.sec.gov.

Adobe is changing the world through digital experiences. For more information, visit www.adobe.com.

Semrush is a leading online visibility management SaaS platform that enables businesses globally to run search engine optimization, advertising, content, social media and competitive research campaigns and get measurable results from online marketing. Semrush offers insights and solutions for companies to build, manage and measure campaigns across various marketing channels. Semrush is headquartered in Boston.

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